R. RANGACHARI versus S. SUPPIAH & ORS.

Citation: [1976] 1 S.C.R. 798 · Decided: 15-09-1975 · Supreme Court of India · Bench: A. ALAGIRISWAMI · Disposal: Appeal(s) allowed

Judgment (excerpt)

798 
R. RANGACHARI 
v. 
S. SUPPIAH & ORS. 
September 15, 1975 
[A. ALAGIR!5WAM», P. K. GOSWAMI AND N. L. UNTWALIA, JJ.] 
Indian Cdnipanies Act, 1956, s. 186-Scope of 
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Under s. 186(1)(a) of the Companies Act, if_ for any reawn it is impracti-
,,. 
cable to call a meeting of the company, other than an annual general meeting, 
or to hold, or conduct it in tho.. manner prescribed by the Act or the articles 
of the company, the Court may order the meeting to be called held 
and 
conducted in such manner as the Court thinks fit; and s. 186(2) Provides that 
such a meeting should be deemed: to be a meeting of the oompany duly ca1Ied, 
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held and conducted. 
The Board of Directors of a company called au extraordinary general 
meeting of the company for the purpose of considering 
petitions 
filed 
by 
shareholders regarding the managing 
l1!rector~'-
Apprehending trouble in the 
holding and conducting of the meeting two share·holders filed a petition in 
the High Court under s. 186 of the Companies Act praying for the appoint· 
t
ment of an advocate Commissioner as Chairman of the meeting, which was 
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called. The High Court, in Letters Patent appeal, granted the prayer. 
In appeal to this Court it was contended, inter alia, that the power under s. 
186 of the Act could not be exercised until it was found that it was impracti· 
cable to call the meeting and to hold and conduct it in the manner prescribed 
by the Act or articles of association, and that the High Court had not jurisdic .... 
tion merely to appoint a Chairman of the meeting already called. 
Allowing the appeal to this Court, 
HELD : Under s. 186 the Court may order a meeting of the Company to 
be called, held and conducted, in s.uch manne_r, as the 
Court thinks 
fit 
in any dne or 1nore of the contingencies, namely, if for any reason -it is impracti:-. 
cable (i) to call a meeting of' the company other than an annual general meet· 
ing; (ii) to hold tbe meeting in the manner prescribed by the Act or the Articles 
of Association; and (iii) to conduct the meeting of the company in the same 
manner. 
The use of the wocd 'or' in the first part of sub-s. (I) (a), may, 
therefore, be disjunctive or conjunetive as interpreted above but the use of 
the word and between the words •held and conducted' in the same clause shows 
that the order under cl. (a) has got to be made for all the three purposes of 
calling, holding and conducting and not merely for holding or conducting !l'1e 
meeting. 
Therefore, the Court has no power to make any order regarding 
the holding and conducting of any meeting which/ bas already been called, with-
out ordering a nieeting of the company to be call~ in place of the meeting 
already called. The language of s.ub.s. (2) also fortifies the above interpretation. 
Since there was no prayer for an order of calling a meeting the application 
to the Court under s. 186 was not maintainable. 
[802A-D] 
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C!vrL APPELLATE JURISDICTION : Civil Appeal No. 1136 of 1975. 
Appeal by Special Leave from the Judgment and Order dated the 
11th day of March, 1975 of the Madras High Court in C.S.A. No. 64 
H 
of 1974. 
S. v. Gupte, Mrs. S. Bhandare for the appeUant. 
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H 
R. RANGACl{ARI r. s. SUPPJAH (Untwalia, !.) 
799 
S. Govinda Swaminathan, T. Raghavan, R. Chandrasekhar and 
.'(. Jayaram for respondent Nos. 1 to 2. 
M. C. Bhandare, A. T. M. Sampath and M. M. L. Srivasiara for 
respondent No. 3. 
The Judgment of the Court was delivered by 
UNTWALIA, J. 
The question which falls for our determinatlon in 
this appeal by special leave is as to what is the meaning and scope of 
s .. 186 of the Companies Act, 1956 hereinafter called the Act. For the 
determination of the said question it will suffice to ,;tatc only a few 
facts from the judgments of the Madras High Court. 
There were two 
. Managing Directors of Century Flour Mills Lrd.-respondent no. 3. 
Their names are S/Shri P. Govindaswamy and S. P. Sithambaram. 
Both of them had been duly appointed as such in the year 1972. They 
subsequently fell out. 
In August, 197 4 certain shareho~ders of the 
compan;y including respondents 1 and 2 lodged a requisition under 
section 169 of the Act for the calling of an extraordinany general meet-
/ing of the company for removal of Govindaswamy. Certain other share-
holders lodged a similar requisition for remov~I of $ilhambaram from 
the post of Managing Director. Both the requisitions were considered 
by the Board of Directors 

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